HealthStream insider McQuigg receives 2,069 RSUs; large share change reported

Rhea-AI Filing Summary

Michael Scott McQuigg, Senior Vice President and officer of HealthStream, reported transactions on Form 4 for 09/24/2025. The filing shows an award of 2,069 restricted share units (RSUs) granted at $0, each representing the contingent right to receive one share of common stock on vesting. The RSUs follow a four‑year service‑based vesting schedule: 15% on 9/24/2026, 20% on 9/24/2027, 30% on 9/24/2028, and 35% on 9/24/2029. The filing also records a change in non‑derivative common stock holdings showing 27,931 shares with a disposition flag (D). The report is signed 09/26/2025.

Insights

Corporate Governance Expert

TL;DR: Officer received time‑based RSUs while a large block of common stock is reported as disposed.

The 2,069 RSU grant is a routine, service‑based long‑term incentive aligning the officer with shareholder interests over four years. The reported four‑tier vesting schedule is typical for retention. The Form 4 also shows a reported disposition of 27,931 common shares; the filing does not explain the reason for the disposition, whether sale, transfer, or other. Absent further detail, this filing is a standard disclosure of compensation and a separate stock change.

Compensation Analyst

TL;DR: A modest RSU grant (2,069 units) with staggered vesting; impact on dilution and exec pay is minor given size.

At face value the RSU award is small in absolute share count and carries no purchase price, indicating a compensation grant rather than a purchase. The award vests over four years, emphasizing retention. The filing lacks aggregate value or context of total outstanding shares, so materiality to shareholders cannot be fully assessed from this Form 4 alone.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McQuigg Michael Scott

Role Senior Vice President

Type	Security	Shares	Price	Value
Grant/Award	Restricted Share Units	2,069	$0.00	--
holding	Common Stock Holding	--	--	--

Holdings After Transaction: Restricted Share Units — 2,069 shares (Direct); Common Stock Holding — 27,931 shares (Direct)

Footnotes (1)

1. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 24, 2026, 20% vest on September 24, 2027, 30% vest on September 24, 2028, and the remaining 35% vest on September 24, 2029. Not applicable.

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Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McQuigg Michael Scott

(Last) (First) (Middle)

500 11TH AVENUE NORTH

SUITE 850

(Street)

NASHVILLE TN 37203

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEALTHSTREAM INC [ HSTM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
09/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock Holding								27,931	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Share Units	(1)	09/24/2025		A		2,069		(2)	(3)	Common Stock	2,069	$0	2,069	D

Explanation of Responses:

1. Each restricted share unit (RSU) represents the contingent right to receive one share of common stock upon vesting of the unit.

2. The RSUs are subject to a four year vesting schedule, contingent upon continued service at the time of vesting. 15% vest on September 24, 2026, 20% vest on September 24, 2027, 30% vest on September 24, 2028, and the remaining 35% vest on September 24, 2029.

3. Not applicable.

	/s/ Michael Scott McQuigg	09/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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